Nova (NVMI) director trims stake with 1,504-share open-market sale

Rhea-AI Filing Summary

NOVA LTD. director Eitan Oppenhaim reported an open-market sale of 1,504 ordinary shares on May 26, 2026 at an average price of $519.48 per share. Following the transaction, he directly holds 6,668 ordinary shares.

Footnotes state these holdings include 646 ordinary shares and several blocks of restricted share units (RSUs): 1,504 RSUs vesting annually through 2027, 1,932 RSUs vesting annually through 2028, and 2,586 RSUs scheduled to vest on June 18, 2026, each RSU convertible into one ordinary share upon vesting and settlement.

Insights

Equity compensation and insider-trading analyst

Director executes a modest open-market sale while retaining shares and RSUs.

Director Eitan Oppenhaim completed an open-market sale of 1,504 ordinary shares of NOVA LTD. at $519.48 per share. After the sale, he continues to own 6,668 ordinary shares directly, so this filing shows a partial reduction rather than an exit.

Footnotes highlight ongoing equity exposure via RSUs: 1,504 units vesting through 2027, 1,932 through 2028, and 2,586 vesting on June 18, 2026. These awards can convert into ordinary shares upon vesting, indicating continued alignment with future company performance based on service conditions.

Insider Trade Summary 10b5-1

Net Seller: 1,504 shares ($781,298)

Net Sell 1 txn

Insider Oppenhaim Eitan

Role null

Sold 1,504 shs ($781K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	1,504	$519.48	$781K

Holdings After Transaction: Ordinary Shares — 6,668 shares (Direct, null)

Footnotes (1)

1. Includes 646 ordinary shares. Includes 1,504 restricted share units ("RSUs") which shall vest in equal annual installments through 2027, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement. Includes 1,932 RSUs which shall vest in equal annual installments through 2028, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement. Includes 2,586 RSUs which 100% vest on June 18, 2026, the first anniversary of grant, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.

Key Figures

Shares sold: 1,504 shares Sale price per share: $519.48 per share Shares held after transaction: 6,668 shares +4 more

7 metrics

Shares sold 1,504 shares Open-market sale on May 26, 2026

Sale price per share $519.48 per share Average price for the 1,504 shares sold

Shares held after transaction 6,668 shares Direct ordinary share holdings post-sale

RSUs vesting through 2027 1,504 RSUs Annual installments through 2027, one share per RSU

RSUs vesting through 2028 1,932 RSUs Annual installments through 2028, one share per RSU

RSUs vesting June 18, 2026 2,586 RSUs 100% vest on June 18, 2026

Ordinary shares included 646 shares Portion of post-transaction holdings noted in footnote

Key Terms

open-market sale, Ordinary Shares, restricted share units ("RSUs"), vest in equal annual installments, +1 more

5 terms

open-market sale financial

"reported an open-market sale of 1,504 ordinary shares"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Ordinary Shares financial

"security_title": "Ordinary Shares""

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

restricted share units ("RSUs") financial

"Includes 1,504 restricted share units ("RSUs") which shall vest"

vest in equal annual installments financial

"RSUs which shall vest in equal annual installments through 2027"

vesting and settlement financial

"right to receive one ordinary share upon vesting and settlement"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Oppenhaim Eitan

(Last) (First) (Middle)

5 DAVID FIKES ST.

(Street)

REHOVOT 7632805

(City) (State) (Zip)

ISRAEL

(Country)

2. Issuer Name and Ticker or Trading Symbol
NOVA LTD. [ NVMI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol
[NVMI]

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	05/26/2026	05/27/2026	S		1,504	D	$519.48	6,668(1)(2)(3)(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 646 ordinary shares.

2. Includes 1,504 restricted share units ("RSUs") which shall vest in equal annual installments through 2027, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.

3. Includes 1,932 RSUs which shall vest in equal annual installments through 2028, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.

4. Includes 2,586 RSUs which 100% vest on June 18, 2026, the first anniversary of grant, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.

	/S/ Eitan Oppenhaim	05/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did NOVA LTD. (NVMI) disclose for Eitan Oppenhaim?

NOVA LTD. director Eitan Oppenhaim disclosed an open-market sale of 1,504 ordinary shares. The shares were sold at an average price of $519.48 each, and the transaction was reported on a Form 4 insider filing with remaining direct holdings also detailed.

At what price did the NOVA LTD. (NVMI) director sell his shares?

The director sold 1,504 NOVA LTD. ordinary shares at an average price of $519.48 per share. This reflects an open-market transaction, with the filing specifying both the share count and the per-share sale price as part of the reported Form 4 activity.

How many NOVA LTD. (NVMI) shares does the director hold after the sale?

After the open-market sale, the director holds 6,668 NOVA LTD. ordinary shares directly. Footnotes also indicate additional equity exposure through multiple restricted share unit (RSU) grants that may convert into ordinary shares over time as vesting conditions are satisfied.

What RSU awards related to NOVA LTD. (NVMI) does the director have outstanding?

The filing notes three RSU blocks: 1,504 units vesting annually through 2027, 1,932 units vesting annually through 2028, and 2,586 units vesting on June 18, 2026. Each restricted share unit converts into one ordinary share upon vesting and settlement.

Is the NOVA LTD. (NVMI) insider transaction a purchase or a sale?

The transaction is a sale. The Form 4 identifies a code “S” open-market sale by the director, covering 1,504 ordinary shares. It is classified as a non-derivative transaction, with no option exercises or derivative conversions reported in this particular filing.

Does the NOVA LTD. (NVMI) director still have equity incentives after this sale?

Yes. Beyond the 6,668 ordinary shares held directly, the director has outstanding RSUs: 1,504 vesting through 2027, 1,932 through 2028, and 2,586 vesting in June 2026. These awards provide ongoing potential ownership as they vest and settle into ordinary shares.